Sky Captain and the Extinction Agenda
by thebookishcat
Summary: The conclusion to The Extinction Agenda has NOW been added! "Joe looked out over the aerial battlefield. Hundreds of blazing airships were crashing into the ocean, leaving behind thick scars of acrid black smoke to mark their final flights..."
1. Portents of Doom

**Sky Captain and the Extinction Agenda**

By: Anthony Rakittke

&

Edmund Zebrowski

**Chapter 1: Portents of Doom**

Locked in combat high above the Pacific Ocean, Captain Rock Masterson aggressively pursued the pirate's Japanese Shiden fighter. Masterson's machine guns unloaded a salvo of bullets that tore into the Shiden's underside and sent it exploding into the sea. Grinding his teeth in determination, he growled into the radio.

"Seahawks, pattern Omega Talon Five. Let's show these dogs who's in charge around here."

With deft precision Masterson's squad of ace aerial mercenaries aligned their cobalt P47 Thunderbolts into what looked like the tip of a sword, with two planes flanking its outer edges. Rock settled his plane into the sword's point, preferring as he always did to lead by example.

Eager to avoid confrontation, the pirates banked hard to the left and raced off towards an oncoming storm rolling over the ocean. Masterson grunted in dismay at their cowardice.

"Seahawks," Masterson yelled over the radio. "They're making a run for it. Break formation and intercept! Fire at will!"

The Seahawks gunned their engines and dived into the billowing gray clouds, stalking their prey like ravenous predators. Masterson scratched his grizzled chin; something wasn't adding up. The pirates were only fighting long enough to break through the Seahawks and continue running. They were scared, but of what? Lost in the swirling torrent of ashen grayness, Rock saw a series of blinding explosions burst around him. Fearing his team had been done in for, he jumped on the radio and demanded updates. Ace, the youngest pilot on the squad, made first contact.

"We're okay, sir! I flew by one of them explosions earlier sir, and it's the pirates! Someone's taking them out! Captain, we're not alone..."

Ace's warning was engulfed in a cacophony of destruction. It was a violent, obscene noise, the sound of an aviator's death. Wasting no time, the Seahawks converged on Ace's last coordinates.

And it was there they found Death waiting for them.

Several vast shapes, like titan shadows lurking in the darkness, hovered omnisciently in the air. They were all riddled with tall steel rods that vomited thunder and lightning into the sky. A deafening bang sounded from within the depths of the veiled specters. Too late, Rock yelled for evasive action, watching in horror as the others were ripped to shreds in a furious storm of leaden death.

Masterson shot out of the line of fire, narrowly avoiding the fate of his teammates, but he did not come out unscathed. He glanced down and saw a jagged shard of steel had blown off the console and was now lodged in his gut. It hurt like hell, but he fought off the pain and defiantly spat a wad of bloody phlegm against the windshield. The shadows remained silent and motionless, taunting him to retaliate. Rock knew that without help he'd be dead in minutes. What he needed was a miracle, he needed—

"Joe!" Masterson exclaimed, reaching behind his seat. With his free hand he groped for the Morse code signaler and immediately began pounding on the cold steel pad. It was a code he hadn't used since his days in the Legion, a distress only its recipient would understand and answer. Hurling his plane into the jaws of Death itself, there was no one else Rock wanted by his side than his oldest friend, the notorious Sky Captain.

_But will he get my message in time? _Masterson thought to himself.

**Stay tuned for Chapter Two: A Promise In Death**


	2. A Promise In Death

**Chapter Two: A Promise In Death**

Joe Sullivan reached into a drawer and pulled out his trusted milk of magnesia and a clean shot glass. He placed them on his desk before tilting his neck and rubbing the soreness out of his shoulder. Ever since he and Polly had destroyed Dr. Totenkopf's rocketship and saved the planet a month ago, he and his men had been working without rest to rebuild the Flying Legion's island base, and every muscle in his body protested the abuse. Joe poured a shot and knocked it back just as Dex burst through the door.

"Cap, we need you out here now."

"Dex," Joe said, pinching the bridge of his nose in fatigue. "What's so...?"

"It's some kinda distress signal. Old Legion from the looks of it."

The two men raced across the massive hangar, past the miles of scientific oddities Dex confiscated from Totenkopf's island, to the new radio station they'd set up in the northwest corner of the building. Dex dove into his chair and adjusted the array of knobs and dials before him. It was a looped transmission, a static-choked series of staccato beeps. Morse code. Joe's eyebrows furrowed in concern.

"Lords of the sky take flight," he said with a thoughtful look in his eye. "Dex, get me through to that signal immediately."

"Already on it, cap"

Joe patted his young friend on the back and grabbed the microphone on the table.

"This is Captain Joe Sullivan of the Flying Legion answering Legionnaire distress code Alpha zero one. Who am I speaking to?"

A familiar voice called out to him through the thick haze of interference.

"Joe, thank God! It's me, Rock! Listen—take that, bastards!—I don't have much time. Me and the Seahawks chased some pirates into a storm over the Pacific, but we were ambushed. A fleet of airships was waiting for us!"

Rock suddenly cursed, and for a moment was drowned out by the roar of machine gun fire. Joe thought he heard an explosion, and when Rock came back he sounded in bad shape.

"Red skulls and crossbones on black zeppelins, Joe...something's happening out here, but I don't think I'll be around to find out what."

"Rock, hang on!" Joe screamed before turning and running to his P40 Warhawk. A yellow pulsing light appeared on an electrically projected map of the world in front of Dex's station.

"Cap he's activated his Global Transponder Beacon, I'm transmitting the information to the Warhawk now!" he shouted above the rising din of the engine.

"Good boy, Dex! Send me whatever you can get!"

Joe's takeoff was suddenly disrupted when a black Packard screeched to a halt inches away from his propeller. Fuming in anger, he stood up out of the cockpit and waved his arms in protest.

"Hey, you can't just come barging in here like that! Who do you think you are?"

The sultry blonde stepped out of the car and smoothed her skirt with the palm of her hand. She playfully lowered her head, feigning regret

"Why Joe, how soon you forget! And after all we've been through."

Joe pushed up his flight goggles, wanting her to see how serious he was.

"No, Polly. Absolutely not! You are not coming along with me, not this time!"

She stomped around the anxious plane and stood directly below him.,

"I'm going with you mister, whether you like it or not! Rock's my cousin, and I won't let him die without a fight!"

**Stay tuned for Chapter Three: A Sinister Alliance**


	3. A Sinister Alliance

**Chapter Three: A Sinister Alliance**

With little effort, the unannounced visitor pushed open the intricately etched gold doors and strode through the throne room, disregarding the legion of heavily armed guards that lined the walls of the chamber, watching her every move with spite and loathing.

She was a slender, athletic woman, her face hidden under a pair of sunglasses and a black fedora. Her leather longcoat was opened and the collar turned up in the style of the American gumshoes. Underneath that, a tailored, black leather body suit hugged her curves, but revealed nothing.

"The Japanese pirates were intercepted over the Pacific and destroyed. Reports confirm the copied schematics to your atomic arsenals were destroyed with them," she said apathetically. "Your agents confirm that they were hired by the city in the sky to spy on us. The heist, however, was their doing."

The man on the throne took a deep sip of wine from a large goblet before setting it down and picking up his book. Next to him stood a massive, robed monk, his face hooded in shadow.

"Send a fleet out. Cripple the city, but don't destroy it. Business and all."

The woman nodded her head in acknowledgement, knowing full well he hadn't seen it. She paused, and then continued speaking.

"There is a problem. We have a new enemy," she said in a lifeless monotone.

"I wasn't aware we had an old one, my dear" he roared out from behind his copy of _The Prince_. "If you have a point to make, get to it."

"A squadron of mercenary aviators chased the pirates into the airships' concealment storm. They were all destroyed, but not before the leader of the mercenaries contacted his ally, Sky Captain of the Flying Legion. Even as we speak, Sky Captain travels to the city, no doubt looking for information concerning the pirates or your airships."

King Dantes Blackbeard the Third lowered his book and stroked his neatly trimmed beard, a sly smile parting his serpentine lips. He rose from his golden throne and approached her, his long mane of straightened black hair falling over his shoulders. At full height he was an imposing tower of restrained barbarity, a savage warrior dressed in regal Manchurian robes.

"I've heard of this Sky Captain. Fancies himself a hero, does he?"

He beckoned for the woman to join him as he walked of toward an anteroom behind his throne. The monk silently followed in tow.

"An incredibly resourceful and cunning one, my lord. His interference will complicate our agenda," she said, keeping steady pace behind his titan strides.

Blackbeard stopped suddenly, as if possessed by the allure of a deviant thought. His face darkened and he glared at her from under his eyebrows, unimpressed but curious. The warrior king clenched his granite-like fists, his laughter echoing throughout the vaulted marble chamber.

"Prepare us a ship to meet our fleet and send the Death Stalkers to intercept Sky Captain in the city. My agenda, my art, is genocide, woman, and it will not be stopped by some Yankee pilot."

**Stay tuned for Chapter Four: The City of Lost Souls**


	4. The City of Lost Souls

**Chapter Four: The City of Lost Souls**

"But why India? Rock was flying over the Pacific, Joe!!"

Polly was frustrated that, rather than searching for her missing, and presumed dead, cousin, Joe was instead flying to India. But Joe wouldn't respond to her; he kept twisting knobs on the console, looking for radio frequencies. Sometimes, she mused, it was easier talking to a brick wall.

"City Control, this is Sky Captain requesting permission to land."

"Oi! State yer bloody business flyboy, and be quick about it." The voice on the other end was gruff and contemptuous, with a thick Cockney accent.

"Tell Jolly Roger I need to speak to her immediately. Tell her it's about Rock."

There was a muffled conversation on the other end, and when the operator returned, there was a measure of civility in his voice.

"You're cleared to land in hangar A1, guv. Be quick about it."

Joe steered the plane through a thick veil of clouds before pointing out their destination to Polly.

"There it is Polly, the City of Lost Souls."

It was a vast island of bizarre technologies, hammered and welded into a jagged, labyrinthine metropolis. Four giant rotors mounted below the flight deck kept the place aloft, and although it reminded Polly of the British helipad she had visited with Joe on their last adventure, this one had been built on and repaired so many times it bore little resemblance to those gleaming English models. Polly blinked hard in disbelief, amazed and revolted by the sight of the ramshackle fortress.

Joe and Polly were now close enough to see in detail the bedraggled tenements that consumed the flight deck like a cancer. A motley community of rogues, scoundrels, and expatriates shuffled through the makeshift streets, going about their daily business. Toward the stern of the vessel, huge spires tore at the atmosphere like steel claws. The flag of the city, a cutlass angled in front of a crescent moon, flew proudly from a pole on the highest spire. The Warhawk dipped below the flight deck and drifted into the complex hive of hangar bays that all visitors were required to land in.

On landing, Joe found eight barrel-chested thugs, all armed to teeth with clubs, knives, and pistols, stoically waiting for him. "This way, Cap," said security leader, a grizzled behemoth whose right hand had been replaced with a machete blade. They marched off to an elevator waiting for them at the far end of the hangar and were whisked away to their meeting. Polly used the commute to take care of some unfinished business.

"So, were you runnin' around with her before or after Frankie!?"

Joe's thoughts were focused elsewhere. As if waking from a dream, he shook his head and faced her, urgency reflected in his eyes.

"It's not like that Polly, not with her. We'd been on some missions together when Jolly said she loved me. I told her I didn't feel the same way, that I loved..." Joe paused, choosing his next words carefully as they all stepped off the elevator. "Let's just say she doesn't take rejection too well. Jolly's not a good person, Polly. She's eccentric... violent."

The party walked in silence down a corridor of unpolished metal, pockmarked with bullet holes. They approached a large double door, emblazoned with the City's emblem and left ajar in anticipation. Joe grabbed Polly's arm and whispered a warning.

"Polly, please, let me do the talking. I don't want to see you get hurt."

A sultry voice suddenly hissed from inside the room.

"Sullivan, I told you I'd kill you if I ever saw you again. For your sake, this had better be good..."

**Stay tuned for Chapter Five: Hell Hath No Fury **


	5. Hell Hath No Fury

**Chapter Five: Hell Hath No Fury**

They gathered in a domed, lavishly furnished sitting room. The goon with the machete hand had wrapped his thick, corded arm around Polly's waist, immobilizing her. At the same time, a savage blow from another guard had dropped Joe to his knees. Jolly Roger loomed over him, taunting the base of his neck with a polished stiletto.

"You have five minutes to talk before I slit your neck and gut the pris."

She was a cunning specimen of lethal sensuality, a woman accustomed to using beauty and violence to take what she wanted from life. Jolly was garbed in black equestrian riding pants and a leather bodice that hugged her voluptuous curves. Outside the bodice she wore an opened, blood red waist coat trimmed in gold. Luscious, auburn locks fell seductively over her shoulders, but did little to detract attention from the multitude of knives fastened to every available space on her body. Everything from throwing daggers, to meat cleavers, to swords, could be found strapped to her person and she was an expert with them all.

"Four minutes Joe, you'd best hurry" she said, gently grinding the tip of the blade into his neck.

"Something's happened to Rock. We think he might be dead."

Jolly cracked the vertebrae in her neck, considering Joe's words before snapping the stiletto away from his neck. She dismissed her bodyguards before turning on the heel of her knee high boot and walking out of the room. Joe got up off the floor and followed her with Polly in pursuit.

They entered an office of slate gray walls that disappeared in a complex web of pipes and ventilation shafts near the ceiling. Her desk was an ornate slab of polished oak that sat in front of two walls of glass overlooking the City proper. Tall columns of bookcases, flanking the desk on either side, were filled with jars of severed hands, bobbing lifelessly in putrid green brine. Upon seeing the gruesome trophies, Polly screamed and pressed herself against Joe's arm.

Roger saw Polly's revulsion and smiled contemptuously.

"Girl's gotta protect herself from being hurt," she sneered, picking at her nails with the tip of a dagger. "Isn't that right, Joe?"

"Jolly," he said, ignoring the veiled attack as he and Polly took their seats before her. "Three days ago Rock and the Seahawks were engaging a squad of Japanese pirates somewhere over the South Pacific. They chased the pirates into a storm and were ambushed. Rock managed to get a distress call to me, and said something about black airships with a red skull and crossbones emblem. I need information on the airships. I need your help."

Jolly's body tensed at the mention of the black airships, and the color drained from her face.

"That big lug, always trying to save the world from something," she said.

Jolly got up from her desk and turned to face the City. She trembled slightly and clenched her fists behind her, not wanting Joe to see her pain. Jolly was about to speak again when a violent tremor rocked the foundation of the city. Outside, ebony jet fighters were racing across the City, bombing the tenements below.

"Blackbeard. Damn, he found out!"

"Who's that?" Joe said, springing from his seat with gun in hand.

Jolly leaped over her desk, drawing a vicious looking sabre from a jewel-encrusted scabbard hanging off her hip. Wasting no time, she grabbed Joe and Polly by their arms and pulled them out of the room with her. Looking back, Joe saw two ballistic missiles, their cones painted with red skulls, crashing through the glass walls, rocketing straight for them!

**Stay tuned for Chapter Six: Death From Above**


	6. Death From Above

**Chapter Six: Death From Above**

The P40 Warhawk exploded out of the hangar bay, plummeting through the clouds in a desperate effort to evade the screaming black fighters that were in pursuit. Polly barely paid attention to Joe's torrent of curses as he strangled the controls and throttled the plane into submission, rolling it through the sky like a trained animal. Her skin was electric with the threat of danger, and her mind reeled from recent events.

Earlier, Commander Jolly Roger had shoved the three of them into what looked like a dark closet, seconds before two ballistic missiles crashed through the window of her office and obliterated the command spire of the City of Lost Souls, a floating steel island of thieves and mercenaries. The missiles had been no random attack, Polly knew that much. But who would go to such drastic measures to kill one person?

The lights in the closet blinked to life. There was a sudden drop and a brief absence of gravity, then a high pitched whistle that reminded Polly of an air raid siren.

"Screamin' Mimi," Jolly mumbled, as if reading Polly's thoughts. "Sub-sonic evacuation transport Dex rigged up for me."

"My, that boy really gets around," Polly quipped.

"Who is this Blackbeard?" Joe said, pulling his Colt .45 from its holster and slamming in fresh ammo. "And why the hell is he launching missiles at you!?"

"He's an arms dealer, king of a country of terrorists, and the man who murdered Rock," she said bluntly, smoothing her waist coast.

The cylindrical cabin whined to a halt and when she got out Polly found they'd returned to the hangar bay. As the trio approached, technicians finished refueling the Warhawk and Jolly's private fighter, a P82 Mustang emblazoned with the image of a Valkyrie riding a winged horse .

Easing into their cockpits, Jolly looked at Joe with venom and longing in her eyes.

"There's not much time, Joe," she yelled over the roar of the planes' propellers. "Meet me in Nanjing and we'll talk. And this time don't keep me waiting, huh?"

Joe nodded and raised his thumb in agreement.

"So what gives with Nanjing?" Polly asked.

"Jolly has a safehouse there," Joe replied, flipping switches and buttons on the console. "It's where she and Rock got married."

A devastating bang outside the plane pulled Polly away from her thoughts. Looking out the canopy, Polly saw a large shadow race past her before exploding some hundred feet away. Joe pulled back on the control and sent the Warhawk climbing into the sky.

"Joe, what's happening?"

"Can't say!" he hollered over his shoulder. "I think it's some kind of kamikaze stunt. They're using their planes as bombs!"

Something heavy suddenly struck the plane' s fuselage. Two more impacts hit the right and left elevators and a fourth clipped the left wing . Joe looked out the canopy in all directions , all the while struggling to keep the plane aloft.

"You gotta be kidding me."

Four men dressed in heavy monk robes crawled over the plane like giant cockroaches, securing their footholds with thickly clawed gloves and boots that hummed with blue rings of energy. Effortlessly, they arose from their positions as if they were on solid ground, robes snapping in the wind.

Behind heavily sloping hoods, macabre, crimson skulls smiled maniacally .

**Chapter 7: The Holy Assassins**


	7. The Holy Assassins

**Chapter Seven: The Holy Assassins**

The demonic monks stood on the plane at nauseating angles but did not fall off as they should have. Sky Captain bit his lower lip in bewilderment.

"This is bad. Dex, how the hell are they doing that?" He bellowed into the radio.

Back at the base, Dex followed the action from an array of monitors that displayed feedback from radio imagers mounted around the plane.

"It's the boots, Cap! They're magnetically charged, same technology we stole from Totenkopf's island. You're gonna have to go out there and pick them off!"

"Just like that, huh?" Sky Captain snapped.

"Don't worry, last week I stored a similar pair of those boots in the locker under Polly's seat. You never know, right?"

"No you don't," Sky Captain mused. "Good boy, Dex."

Polly rummaged through the hidden compartment below her feet and withdrew thick metal boots adorned with tapered rings of gleaming chromium. Sky Captain slid his feet into the magnetic boots, noting with irritation how large they were.

"A little big, Dex," he said, "Take the controls and keep her steady."

"Sorry Cap, I thought I picked some in your size," Dex replied, switching control of the Warhawk over to his remote console. "I'll hold the fort down here."

Sky Captain turned around and presented Polly his dual Colt .45s.

"What am I supposed to do with these?" Polly griped.

"Fire them," he smirked, winking mischievously. "Preferably at _those_ bastards if they try to get in." Prying open the canopy, Sky Captain kicked his legs over the side of the cockpit and activated each boot's power supply. Rings of blue energy, pulsing out of the metal bands, rolled over the boots like flowing water. He smiled as he felt the magnetic pull him to the plane. He felt his feet slip a little in the boots, but otherwise he was secured to the hull.

The monks flanked him on all sides of the plane, eyes burning with bloodlust behind their grim, red masks.

"As much as I love company, I'm gonna have to ask you boys to leave. Now."

Silently, the marauders converged on Sky Captain, their cumbersome stampede pocking dents into the plane. The first killer hurled a power fist, crackling with malignant energy, into Sky Captain's face. The steel glove crashed into his jaw with the force of a Mack truck, knocking a volley of salty blood from his mouth. Knocked flat on his back, Sky Captain felt like he had just shaved with a lightning bolt. He shook the numbness from his head, realizing too late that the assassin was looming over him, preparing to bring his energy weapon down on Sky Captain's skull.

Sky Captain wrenched his foot up, straining against his boot's formidable magnetic pull, and lashed out at the monk, breaking his leg at the knee with a violent pop. With a few well-placed kicks to the ribcage, he sent the monk plummeting to his death.

The surviving killers stormed their prey. However, combat was a cautious, awkward matter, and the masked madmen took turns attacking. The next assailant, his granite-like fists wrapped in thickly clawed knuckledusters, took a swing at Sky Captain's throat that would have decapitated him if he hadn't side stepped it. Sky Captain tightened his grip around the brass knuckles he carried in each fist, smiling as he fell back into his Golden Gloves training. He unleashed a furious storm of blows into the assassin, unaware of the other killer creeping in.

The other monk launched a devastating roundhouse kick to Sky Captain's temple, nearly snapping his neck. Caught off guard, Sky Captain slipped in his boots before being flung off the plane! Polly watched Sky Captain tumble through the pale, blue sky, helpless as the masked assassins closed in for the kill...

**Stay tuned for Chapter Eight: The Best Laid Plans**


	8. The Best Laid Plans

**Chapter Eight: The Best Laid Plans**

Sky Captain fell through the sky like a lead weight, resisting the urge to vomit as he spiraled and flopped about. He reached inside his jacket and withdrew the grapple gun strapped against his chest. Squinting, he targeted the oversized barrel at the rapidly shrinking plane and fired its alloy cable, not knowing if it would hit the plane in time.

Meanwhile, the heavy guns went off in Polly's hands, hurling metal through the approaching monk's head and chest. Terrified, she dropped the guns in her lap; killing, even when justified, was Joe's game, and not something she enjoyed participating in.

"Dex, I could really use your help right about now!

"Don't worry, Polly," he said. "I'll have you out of this in a jiffy."

Dex activated the Warhawk's blast shield from his control console. Steel plates rapidly slid over the canopy, forming an impenetrable shell.

"Nice little toy there, hon" Polly cooed. "Now let's get Joe!"

The Warhawk tore through the sky with reckless abandon, and still the monks struggled to tear open its blast shield. Chanting pagan incantations in gravelly bass tones, they pounded at the steel plates with their charged power gauntlets, shattering the glass canopy and punching deep, fist shaped dents through the metal but never breaking it. To Polly's wide-eyed disbelief, one of the dents narrowly missed clocking her in the face.

"Dex!" Polly screamed. "We need to save Joe _now_!"

"I'm on it, Polly, but I'll need your help! I'm going to divert power from the auto pilot and convert the plane into a magnet. Kinda like the boots, only stronger. If we can get close enough, it should pick up his boots and reel him in. The thing is I need you to fly while I set this up."

"Oh is that all?" Polly piped, nervously clutching the throttle. "You do realize that I'm _not_ the pilot!?"

"You'll be fine," Dex said as he began gutting the remote console, reshaping it to suit his needs. "Just aim the nose down and keep her steady."

Beads of sweat cascaded down Dex's youthful brow as he soldered circuits together. Minutes later he had successfully finished the work; all he had to do was activate the magnet and pray it worked.

_It's not the best way to go_, Joe thought as he struggled to control his freefall, _but it's not like I have a choice in the matter_. A sudden tug nearly ripped his right arm off. Sky Captain glanced up and saw that the grapple gun's line was taut and rigid—it connected! But to what? He'd worry about that later. Servomechanisms spun in rapid succession, reeling in the cable with a high pitched whistle.

There was a familiar tug on his boots; somehow, Dex and Polly had rescued him. Sky Captain hit the underbelly of the Warhawk feet first with a thud and winced at the dents it left. He slowly strode topside and smiled mischievously when he saw the last two assassins precariously magnetized to the nose of the plane.

Snapping a fresh piece of gum, Dex watched his friend's arrival on the radio imagers, and rolled back a portion of the steel plates to welcome him. Sky Captain wrapped himself around Polly as he eased into the cockpit. She looked at him over her shoulder, and he saw in her eyes that shimmer of unspoken longing in her eyes that he knew radiated in his own.

"How could you leave me with those monsters!?" she snapped.

Sky Captain chewed his lower lip and considered throwing her overboard. The moment spoiled, he fell into his seat and closed the blast shield over them.

"Prepare to dive," he growled as the plane continued its trajectory into the ocean.

"But what about those monks on the plane" Polly asked.

"What about them? We're going to Nanjing."

**Stay tuned for Chapter Nine: The Lion's Den**


	9. The Lion’s Den

**Chapter Nine: The Lion's Den**

It was dark and wet, and the cell stank of piss and decaying vermin. The tortured man was slumped over in his cell, shackled at the wrists and legs with heavy iron manacles. He tongued a tooth in his mouth, prying it loose and spitting it out in contempt. The monks had really done a number on him this time. Even now, alone, he felt their cold scalpels dance across his skin. A broken rib jabbed his lung. He coughed violently and tasted the salty iron tang of blood bubble in the back of his throat.

Authoritative footsteps echoed down the cold stone corridor. He didn't recognize them. The monks were always quiet and supernatural; this was someone with power and the ego to flaunt it. The steps stopped in front of his cell. There was a muffled conversation on the other side of the heavily bolted steel door. The man blinked hard and shook the numbing pain out of his head in an effort to stay focused and alert. He heard keys jingle and dig through the padlock. With a rusty wail the door swung open. Light from outside silhouetted the broad-shouldered man standing in the doorway.

The visitor paused for a moment and sniffed the air in disgust, then barked an order to the monk standing outside in a foreign tongue. The monk disappeared, and then the two men were left alone.

"Captain Rock Masterson, I presume?"

_Oh crap_, Rock thought to himself. _How did he know?_ Even when the monks were drugging him, he wouldn't answer their questions; they didn't call him Rock for nothing, after all.

"And who might you be?" Rock asked through labored breaths.

"The man responsible for the death of your teammates," he said indifferently. "And your death too, in time."

Rock screamed in rage and leaped forward, straining against his chains to strangle his captor. In one fluid, effortless motion though, the regal man grabbed Rock by the neck and slammed him against the cell wall. He was a giant nearly two heads taller than Rock, with a mane of straightened black hair that fell over his shoulders and gave him the appearance of a dime novel barbarian. Murder gleamed in his slivered eyes. He dug his thick fingers into Rock's neck and smiled as Rock futilely struggled to maintain consciousness.

"I am the king of Xantari, you pathetic scum, and before you die you will tell me everything you know about your friend, the Sky Captain."

**Stay tuned for Chapter Ten: Confessions**


	10. Confessions

**Chapter Ten: Confessions**

The sun set over Nanjing like a warm, radiant jewel. Chinese junks dotted the ocean horizon, returning to neighboring Shanghai to conclude their business for the day. Landing two hours ago, Joe and Polly met Jolly Roger at her safehouse, a nondescript pagoda built on a cliff. Searching the grounds, they found Jolly in the back yard, looking out across the ocean. A bottle of whiskey dangled in her fingers and a lit cigarette fell seductively off her lips.

"Jolly," Joe said, placing a hand on her shoulder. "Everything okay?"

She winced away from his touch as if she had been stabbed. Flicking her cigarette into the ocean, she took a swig from her whisky bottle and turned to face him. She'd been through hell, to say the least. Thin, winding rivers of mascara ran down her cheeks. The flesh around her left eye was swollen and stained a painful purple black; staying true to her piratical roots, she tried to conceal the abuse with an eye patch stamped with the emblem of the City of Lost Souls. Joe's heart sank as his eyes traced the thin lacerations raked over her neck and forehead, crusted over in dry blood.

"Jesus, Jolly," he said in shock. "What happened to you?"

She staggered toward him, her breath hot with alcohol.

"Nothing I can't handle. Follow me, Sullivan. It's time we had ourselves a talk."

Inside the pagoda, Jolly's servants prepared the trio a modest meal and fresh coffee, which Jolly greedily gulped down. After she had eaten her fill and sobered up some, she recounted her tale.

"King Blackbeard the Third is the ruler of Xantari, an island in the South Pacific. It's a highly industrialized country, and they're making a killing right now selling weapons to both the Axis and Allied powers. What no one knows though is that Xantari is also a nation of terrorists and murderers, not to mention the heart of the world's most ruthless criminal empire."

"And this Blackbeard, he's in on it?" Polly blurted, excited by the prospects of a sensational story.

Jolly shot her a glance, offended by Polly's intrusion. She took a sip of coffee and spoke directly to Joe.

"In on it? He's the biggest cutthroat of them all! They say he's a direct descendant of Blackbeart the pirate. I don't know if I believe it myself, but I've heard enough about his reputation to know that it doesn't matter either way. He's as evil as they get, Joe. Not the kind of man you mess around with."

Joe propped his elbows on the table and ran his hands through his hair.

"So he's a royal bastard. Fine, but what does this have to do with you and Rock?"

"I messed with him, Joe," she replied, lowering her head in shame. "When I heard that Blackbeard was developing a devastating new breed of weapons to unleash on the European war front, I sent spies in to learn about his plans. I wanted to sell the information to both sides, hoping they'd deal with Blackbeard before he and I came to blows...business and all.

"Against my wishes, they stole plans to Blackbeard's weapons. Don't you see, Joe? It was _my_ spies that Rock intercepted over the Pacific! Whatever those plans contained, they were important enough for Blackbeard to send an entire fleet of airships after. Rock was just in the wrong place at the wrong time, and they killed him for it. I've killed my husband, jeopardized my city, and now Blackbeard's hunting me down!"

Joe clenched his jaw and gritted his teeth in rage as the pieces of the puzzle fell into place.

"Not if we hunt him down first," he said decisively.

**Stay tuned for Chapter Eleven: Castles in the Sky**


	11. Castle In The Sky

**Chapter Eleven: Castle in the Sky**

As they raced across the East China Sea, Joe's thoughts were red with vengeance. This was no longer an investigation of a mysterious death, no longer a search for answers and solace. Joe now knew who the killer was and knew how to find him. Face it, he told himself. You're out for blood, pure and simple.

"Joe, I think I've got something." Polly was hunched over a data slate Jolly had given them before they left Nanjing, excitedly pecking away at its smooth glass surface. "Jolly's been watching Blackbeard for years with spies and operatives at the highest levels of his empire. She's recorded everything in here, Joe, and his actions makes the war look like child's play. Whatever his game is, I think she wanted a piece of it."

It was certainly her style, and he knew she could get vicious if she wanted something badly enough. Joe accepted that his intervention ultimately worked in her favor, but he didn't feel like a pawn in her machinations. Not yet anyway.

"For once Polly, you might be right. But we'll have to worry about that later, after we deal with Blackbeard." Smoothing out a crumpled navigation chart over his lap, Joe began scribbling flight paths over the paper with the nub of a charcoal pencil. "Polly, how's that global transponder beacon working?"

"Like a charm," she replied, tapping the data slate and projecting a glowing, three dimensional ghost image of the earth over the slate's glass display. Their position was marked on the map by a red pulsing dot that quickly converged on their destination, highlighted by a similar blue dot. "In fact, we should be seeing something soon."

Joe squinted into the dusky sunset. Nothing appeared out of the ordinary, nothing except…"There, on the horizon. Do you see the darkness?"

Polly pressed her face against the canopy and squinted.

"Yeah…kind of. A storm?"

"That's no storm," Joe growled, activating the plane's defense grid.

They were flying straight into an armada of airships that stretched across the sky like an enormous black claw. The balloon of each airship was wrapped in pure shadow, a sinister kind of black that devoured all light cast against it. Wretched steel antennae riddled the tops of some of the zeppelins, ribbons of deep blue lightning crackling and dancing up them before being shot off with a bang into the upper atmosphere.

The flagship was at the apex of the formation, a vast engine of war and destruction. By comparison, the P40 Warhawk looked like a mouse trying to topple a skyscraper. The base of the flagship resembled a nautical galleon with enormous rocket thrusters clinging to it on all sides like tarnished steel barnacles. Built atop the galleon, defying all logic, was an immense Gothic castle. Dense and baroque, the tall fortress was a testament to the macabre genius of its master, with legions of weapons mounted into its façade and on freestanding artillery decks. Every facet of its cold, stone exterior was designed with the utmost care to take the art of murder to genocidal levels.

Joe was so overwhelmed with the grandeur of Blackbeard's flagship that he barely heard the explosion that resounded from the warrior king's position. A solid wall of light appeared in front of the airships and scorched the sky as it intercepted the Warhawk.

"Tracer bullets" Joe gasped. There was no way to escape, no possible chance of evading that leaden wall of death.

"Joe, do something!" Polly cried, clutching his shoulder.

He took her hand in his own and squeezed it tightly.

"Brace for impact," he shouted above the din of the oncoming gunfire.

The P40 Warhawk exploded magnificently in the sky, much to King Blackbeard's delight.

**Stay Tuned for Chapter Twelve: Belly of the Beast**


	12. The Belly of the Beast

**Chapter Twelve: Belly of the Beast**

"Brace for impact!" Joe yelled. A searing wave of incandescent gunfire, larger than the Great Wall of China, closed in on the P40 Warhawk, ready tear apart its intrepid crew like a bloodthirsty animal. Joe squinted into the millions of slivers of light and realized his options were few and, at best, unreliable. He lunged for the vertical steel bar next to his seat and swallowed hard. He and Dex had discussed the new modification to the plane, but between Totenkopf's island, rebuilding the Flying Legion, and now this he'd never had a chance to test it…

"Polly, hold on tight!"

Joe yanked the lever back. There was a hissing boom as the canopy exploded off the plane and the cabin's pressure was released. Locks disengaged, and Joe and Polly's seats broke free with a loud, metallic pop. Like cannonballs, they shot high into the sky seconds before his plane was consumed in a furious explosion of flame and shrapnel.

Joe gritted his teeth against the weight of gravity crushing him and pressed a button on the ejection lever. Steel plates blew off the backs and bottoms of their seats, revealing long, tubular rocket thrusters that poked out like mechanical spider legs. So far so good, Joe thought as he awkwardly worked the remote throttles that came out the back of his chair and arced over his shoulders. From what he could figure the left throttle controlled his rocket while the right one controlled Polly's. There was a brief moment of freefall, and then a hoarse exploding cough as the new rockets roared to life. With sickening velocity, Joe steered himself and Polly straight into the behemoth stone fortress in the sky.

The galleon and its foul armada had turned and continued its mysterious route since destroying Joe's ship, and although Joe and Polly flew in ever closer, the enemy never once set out to deal with them. God, we're probably too small to show up on their radars, Joe realized. Not much of an advantage, but at this point I'll take what I can get. Joe flew the emergency rocketpacks without really knowing where he wanted to go. There had to be some port of entry below the castle. Somewhere in the bowels of the galleon they could slip in unnoticed. There. A gaping steel hole like an open sore at the stern of the galleon, some kind of landing bay or exhaust vent he decided. Turning a sharp left, Joe and Polly flew into the void and were soon engulfed in shadow.

They landed in an engineering sector of the ship and stowed their rockets behind a small mountain of discarded scrap iron. The air was thick with humidity and the stench of grease, and thick smog smeared their vision. They cautiously delved deep into the guts of the airship, walking in awe below hydraulic pistons and rotormechanisms the size of skyscrapers, taller even. Heavily oiled gears slammed and grinded against each other, generating the immeasurable power supply needed to keep the galleon fortress afloat. The din of industry was deafening and painful to endure. Joe often had to yell above it to Polly when he wanted to change directions.

They walked in silence for miles, trying to perceive the devious intellect capable of creating such a monstrous vessel. Crossing a broad catwalk overlooking one of the galleon's thruster power plants, Joe gasped and threw Polly against the wall.

"Hey, what's the big idea?" she cried, punching him in the chest. Joe clasped his hand over her mouth and, with his other hand, pointed down over the catwalk. Below them, swarming around the power plants like mechanized bees, were legions of flying servitor robots.

"This place stinks of Totenkopf's touch," he whispered in her ear. "Looks like we weren't the only ones robbing him bling after fiasco on the island."

Below, hidden from view amongst the iron clad automatons, the woman in black looked up at her quarry and smiled.

**Stay Tuned for Chapter Thirteen: Reunion**


	13. Reunion

**Chapter Thirteen: Reunion**

Joe and Polly snaked their way through labyrinthine corridors choked with a thick web of mechanized apparatus and the lingering stench of grease and sweat. Despite their earlier encounter with the servitor robots, they pressed on with freedom and anonymity.

"We're walking into a trap." Polly was the first to say it, but Joe had long since come to the same conclusion. A place this big, he realized, should be guarded around the clock and armed with the latest security measures, yet they had traveled in the bowels of the ship unmolested for hours. Someone knew he had arrived, but chosen not to act on that knowledge. For now, he had no choice but to play along and continue walking. He pulled his Colt .45 out of its holster then paused, reached under his jacket, and withdrew a second pistol. "Just in case," he said to Polly consolingly.

An hour later, Polly was the first to hear it: a faint chorus of agonized wails echoing down the abandoned halls. Curious, she and Joe cautiously followed the trail to its source, and were horrified by what they found.

Rows of heavy steel jail doors were stacked atop each other, stretching down into abyssal darkness miles below where Joe and Polly stood. The cries came from behind those same doors, pitiful broken things calling for help where none would be given. It made Joe sick to his stomach, and when he saw that each floor was guarded by the same warrior monks that attacked his plane earlier, seething rage bubbled in his throat like bile. "This isn't right, Polly," he said, holstering his pistols. "This isn't right." His mind raced with stratagems. He considered the switchblade inside his jacket, a memento from his teenage years in the city, but decided against it; he'd put that life behind him when he joined the legion, and a corpse could bring down a world of unwanted attention on him.

KBAM! Joe spun around and saw one of the jail doors across from him be kicked open from the inside. A monk, donning the same crimson skull as his brethren, drew a barbaric sword from a sheath at his side and stormed the cell. Minutes later, a bloody, hulking figure staggered out and cracked the knuckles in his granite like fists. Polly threw all caution aside and ran to him.

"Reginald!" Polly cried, racing to embrace her cousin.

"Reginald?" Joe queried. He snickered and bit his lower lip, shaking in restrained amusement.

Flushed with embarrassment, Rock pried himself from Polly's vice-like grip. "Hell's bells, Polly, what'd you go and do that for?"

Polly's brow scrunched in confusion. "Do what?"

Rock thrust an accusing finger in Joe's direction. "You don't tell anyone about this, Sullie. We clear?"

"Crystal," Joe replied. "I'm just glad you're safe….Reginald."

"And I'm glad you finally decided to show up, Sky Captain."

The trio spun around and found themselves surrounded by the mysterious monks, brandishing ornate ceremonial swords. They flanked the woman in black who aimed an automatic pistol at Joe's head. Somehow, Totenkopf's deadly assassin had survived.

"You!" Sky Captain hissed. "Don't you ever die?"

**Stay Tuned for Chapter Fourteen: The Extinction Agenda**


	14. The Extinction Agenda

**Chapter Fourteen: The Extinction Agenda**

"So, do you have a name?" Sky Captain casually asked, disregarding the sharp blade digging into his back. "Yeah," Polly snapped. "I'd hate to spend the rest of the day calling you Bitch That Will Not Die."

The woman in black stopped and faced her captives, her mouth curled into a nasty scowl. With lightning speed she delivered a back hand to Polly's face and sent her crashing to the ground. "You may call me Bai-Ling."

They walked in silence until Bai-Ling stopped in front of tall steel doors marked with an EX-097. "A slight detour," she insisted, waving them through with the barrel of her gun. The room was a gruesome atrocity born of science and murderous intent. Endlessly long and vertical, it looked like a disgusting mix between an automobile assembly plant and Dr. Frankenstein's lab. The grimy facility was bisected by a conveyor belt transporting missiles in various stages of production. On either side of the assembly line were rows of operating tables, all in use. Overhead, a barrage of blood-splattered scalpels, saws, and mallets mounted on automated appendages clicked and cracked like mutant insects.

Patients were strapped down to the gurneys, kicking and screaming in primal fear until syringe injections in their necks rendered them unconscious. The appendages swarmed over each subject like locusts, sawing an incision around the tops of their skulls before a three-fingered arm wrenched off the caps and extracted the brains.

Delicately, each brain was placed into a basin, filled with a syrupy liquid, in the center of the missile and a web of fine circuitry was fused over it. That done, the missiles were whisked away down the belt into unknown darkness. Disgusted beyond description, Polly bent over and gagged while Rock and Sky Captain looked on in grim silence.

"Working off theories I procured from Unit 11, I have designed a type of missile that uses a human brain as its targeting computer. Mad you say? Perhaps. But consider being able to utterly destroy a target not by its coordinates or location, but instead by the color of its skin, religion, or political affiliation. Genocide delivered with precision and prejudice. The Extinction Agenda, do you see?"

He was only half-listening. Mechanisms in her skull whirred hypnotically, creating a buzzing sound that he found distracting. _She should be dead_, he thought to himself. _I killed her on the rocketship, didn't I? _Bai-Ling approached one of the missiles and ran her gloved hand over it lovingly.

"Our first payload has been programmed with the brains of anarchists and revolutionaries. They will target and destroy the world's governments, allowing Blackbeard to install himself as Emperor of Mankind. At least, that it was I've allowed him to believe."

She walked back to Sky Captain until they stood face to face. Her face betrayed no emotion. "What he doesn't know is that I've used his considerable resources to develop a second arsenal, far more deadly than anything the world has ever seen."

Bai-Ling leaned over and pressed her cheek against his. Her skin felt like clammy rubber, and sent a chill down the base of his spine.

"One missile for every man, woman, and child on the planet, Sky Captain. Each missile programmed with murderers and rapists, nihilists and the insane. The Extinction Agenda."

He didn't want to believe her, but one look in Bai-Ling's dead eyes told him otherwise.

"Why are you showing me this?" He asked.

"These are the end of days," she whispered, pressing her cold, synthetic lips against his ear. "Humanity is not fit to survive. Totenkopf saw this, and now you will too."

**Stay Tuned for Chapter Fifteen: The Way of the World**


	15. The Way of the World

**Chapter Fifteen: The Way of the World**

"Sky Captain, eh? Am I supposed to be impressed?" The warrior king asked, running his tongue over sharpened incisors. It was a tradition the Blackbeards practiced since the days of their primarch, giving the men of their family a vampiric appearance. They stood on the bridge of Blackbeard's flying castle fortress, overlooking the vast armada amassed around him. Hundreds of thousands of black airships cast shadows across the early morning sky. They, in turn, were supported by legions of mercenary fighter pilots. Crossing the Pacific en route to America, the Extinction Agenda was well underway and King Blackbeard was pleased.

"Impressed? No." Sky Captain replied, glaring at Blackbeard from under his eyebrows. "But you should be afraid. I have a habit of destroying despots and madmen like you." Blackbeard spun on his heel and approached Sky Captain, his black cape billowing behind him. Face to face, Sky Captain glanced up, noting with subdued concern that he just came up to Blackbeard's chest.

"Is that right, boy?" he growled. Before Sky Captain could answer, Blackbeard tossed his head back and laughed maniacally. "Devil's tits, this one has balls! I'll enjoy skinning him."

While the two men bantered, Polly quietly worked on loosening the rope binding her hands behind her. Bai-Ling and a Deathstalker were still on board, but were both standing behind her towering cousin, offering her privacy with which to escape.

An officer, dressed in a charcoal gray military uniform, approached the king and bowed his head reverently. "Sir, twelve hours until we reach the American west coast. Shall I activate the Stealth Storm?"

"Proceed, lad," Blackbeard ordered before again facing his prey. "Violence and bloodshed, Sky Captain. These are the foundations of civilization, and the tools I will use to bring humanity to its knees."

"True," Sky Captain admitted. "But we're made of sterner stuff, too. Hope, for instance, and the desire to fight for something better when bastards like you are determined to take us all to hell."

_That's it Joe_, Polly thought to herself, working even harder to undo her bindings. _Keep him busy._ Blackbeard's eyes narrowed into cruel slits.

"Hope be damned," he growled, driving a fist into Joe's stomach before returning to his command of the armada. "The game is over, Sky Captain, and frankly you were pathetic. Strap them to some missiles, Bai-Ling. You've wasted my time with this, my dear. I'll deal with _you_ later."

The fortress trembled suddenly, every stone of the titan castle shaking as if caught in an earthquake. "Damnit, what was that!?" Blackbeard screamed, stomping towards the large viewscreen cut into a broad wall. "Sir, we've been hit," a navigator cried. Rather than reply, Blackbeard, in a fit of rage, pulled a pistol from his hip and shot the navigator through the back. "Yes," he snidely hissed. "But by _what_!?"

Polly shimmied off the rope around her wrists and slid it into her coat pocket. Using the sudden confusion to her advantage, Polly palmed a pocket knife into her hand and, feigning doe-like fear, back up against her cousin. "Oh Rock, I'm so scared," she cooed, quietly cutting away at his bindings. Rock caught on and smiled knowingly.

Another salvo struck the fortress broadside, triggering red warning lights and alarms across the bridge. Consoles sparked and burst into flames and, for the first time, a palpable air of fear and uncertainty lingered in the air. One of the radios squawked to life. Amidst the crackle of static, a distinctly familiar voice could be heard.

"Blackbeard, this is Commander Jolly Roger of the City of Lost Souls. You killed my husband, tried to kill me, and nearly destroyed my city. Prepare for war, you evil bastard. I'm pissed."

**Stay Tuned for Chapter Sixteen: Fire in the Sky**


	16. Fire in the Sky

**Chapter Sixteen: Fire in the Sky**

After the first explosions hit, Rock lovingly punched Joe in the shoulder. "Sullie, we're gonna split and raise some hell. You do what you gotta." Polly paused, uncertain, and put Joe's hand in her own. "Just come back, okay?" He smiled and nodded, allowing her to escape with confidence. He wouldn't let her down. Not if he knew what was good for him, she told herself.

But that was two hours ago, and she still wasn't any closer to escaping or, as Rock put it, raising hell. Resistance was light and they moved swiftly, occasionally vaulting over the bodies of the dead and dying as they looked for ways to do their part in destroying Blackbeard.

Outside, the battle raged as the City of Lost Souls unleashed hell on Blackbeard's forces. A barrage of weapons punched white hot holes through the castle and its galleon, liquefying stone and steel destructive efficiency. The hull of the galleon rippled like water before going supernova and exploding tons of shrapnel into anything in its path.

Rock and Polly passed a breach in the ship and paused to witness the carnage outside. The air around the hole was hot and shimmered like a mirage. Squinting through the burning haze, Polly watched Jolly Roger's motley army tear into Blackbeard's fleet, turning his airships into blazing fireballs that fell from the sky. The effect was both terrifying and beautiful. At that moment she felt incredibly mortal, and didn't want to think about it.

"So, you and Jolly, huh?"

"Yep."

She paused, not quite knowing how to choose her next words.

"You know she pickles severed hands don't you?"

"...yep...It's kind of a long story."

He blushed, and for some reason she was comforted by that. "I'll bet," she said. "You'll have to tell it to me when we get out of here."

They ran on. The corridor dropped at a sharp angle and before spiraling into a long helix, finally ending in a room untouched by the war in the sky outside. Overhead lights flickered on and off erratically. At the other end of the room were three steel doors. Rock and Polly stopped to consider their next move.

"Rock, this is getting us nowhere. We're going deeper into the ship and this place is about to go up in flames if Jolly keeps at it" Polly's cousin thoughtfully chewed on his lower lip for a moment before throwing a finger towards the middle door.

"There. Engineering. We go there first, see if we can break some stuff." He then moved his arm and pointed to the door on the right. "Assumin' we get outta that in one piece, we'll double back here and head for the shuttle bay, find something that flies."

Polly was confused. "But how do you know those doors will-"

Rock grinned and pointed up. As the lights flickered, Polly saw the words BARRACKS, ENGINEERING, and SHUTTLE BAY painted over each door. "C'mon kid," he said. "Let's go do some good."

The unattended engineering floor was a large, circular room packed with an array of hopelessly complex machines, sensors, and monitor stations. The devices silently stood guard over a glowing black orb that levitated in the center of the room. Suspended in a pale blue beam of light, the orb pulsed with abominable intent.

They hadn't searched for long when Polly cried for Rock. They stared into the green glow of a screen primed to override and detonate the orb. "I don't know how this got here," Rock cried, punching in the command to activate the self-destruct. "But I sure as hell ain't one to look a gift horse in the mouth!"

**Stay Tuned for Chapter Seventeen: Last Man Standing**


	17. Last Man Standing

**Chapter Seventeen: Last Man Standing**

Sky Captain silently slipped the knuckledusters over his fists and crept up behind Blackbeard. He was going to enjoy this. "Your mad little game's over now" Sky Captain sneered. Blackbeard turned and took the full brunt of Sky Captain's fist. His nose splintered and cracked under the pressure, spraying blood like a fountain. Blackbeard staggered back, observing the crimson smears on his hands with sadistic glee.

"Over? Damn you, it hasn't even started!" Blackbeard screamed, launching his boot into the side of Sky Captain's head. Joe flew through the air, falling over a broken console. He'd been hit with a sledgehammer; every hangover he'd ever had came roaring back with a vengeance. Blackbeard leaped into the air, ready to break open Joe's chest.

Sky Captain rolled off the console, wincing as the shredded metal sliced bloody ribbons into his side. Blackbeard roared and crashed down a second too late. Sky Captain used it to his advantage and kicked Blackbeard's legs out from under him with surgical precision, grabbing a handful of Blackbeard's hair before he could respond and jerking his head back. His right hand free, Sky Captain rained a storm of blows into the base of his skull. Blackbeard howled in pain and struggled to break free. His elbow snapped back and hammered Sky Captain in the mouth. Joe swallowed three teeth and a mouthful of blood. He quickly released his grip and Blackbeard and retreated across the room, hoping he wouldn't keel over and puke.

"Bai Ling was right about you, after all" Blackbeard growled, spitting a wad of bloody phlegm from the corner of his mouth. "Best god damned fight I've had all year. Too bad it has to end." Blackbeard clenched his fist and aimed it at Sky Captain like a gun. The sound of a cap gun firing came from within his sleeve, followed by a rapid blur of motion. _Shit_, Joe realized too late, _knife launcher_. The weighted blade plunged into Sky Captain's left shoulder and knocked him over. A wet pool expanded over the wound, bleeding through his bomber jacket.

And then things got bad. A deafening, barfing explosion came from deep below. Thin rivulets of blood streamed down their ears and their skin welted with heat blisters. And everywhere, everywhere, there was the sound of fire and death, growing in intensity like a chorus of the damned. _Polly_, Sky Captain realized. _I hope they escaped in time_.

"The game's begun, Blackbeard" Sky Captain said through split, swollen lips. "But you were never a player. You were Bai-Ling's pawn from the get go." The look in his venomous eyes suggested Blackbeard had already come to the same conclusion. "No!" Blackbeard hollered above the swelling cacophony of destruction around them. "My world! My pawns!" He drew his saber charged Sky Captain. Frantically, Joe searched for something to deflect the blade, noticing a jagged length of pipe at his feet.

Sky Captain positioned his right foot under the pipe and kicked it up into the air as Blackbeard's blade crashed down. Joe angled his left forearm to take the brunt of the attack. The sword cut deep, biting a splintered chunk of bone out of him, but it was better getting his neck sliced open. With his right hand, he grabbed the pipe and blindly thrust it forward. There was a wet pop as it pierced Blackbeard's stomach. Broken, the king stared at the spewing wound with childlike fear.

In that quiet moment of realization, neither man could anticipate what happened next. The great blocks of hewn stone that comprised the bridge floor quivered, cracked, and plummeted. Looking down, Sky Captain saw that a gaping hole was punched through the center of the galleon, a shaft of falling debris and soldiers leading straight down to the ocean. Like a man possessed Blackbeard pushed himself on the pipe, leaving a trail of stomach and ichor behind him, and wrapped an icy talon around Joe's throat. "Join me in death, Sky Captain!"

**Stay Tuned for Chapter Eighteen: All Fall Down**


	18. All Fall Down

**Chapter Eighteen: All Fall Down**

_It's not fair_, Sky Captain realized as he plummeted to his death. _I never got to tell her how I feel_. After he and Blackbeard were sucked through the gaping hole in the flying castle, Sky Captain had extended his arms and legs spread eagle, hoping to slow his descent long enough for a last minute rescue. Blackbeard, however, was dead set on going straight to Hell and taking Joe with him. Each man had his hand wrapped around the other's throat, and they rained blows into each other's faces like street fighters.

Faster and faster they raced to oblivion, caring only to savagely beat the life out of the other by any means possible. And yet, even as they drew closer to Death's door, Sky Captain refused to yield. Something spurred him on to fight for life. _Just say it_, he thought as he struggled to break Blackbeard's bear hold. _Admit that you love_… Sky Captain's cries were drowned out by the wailing winds enveloping him. He felt his lower ribs bend farther than they should have and snap like brittle twigs.

They tumbled through the air, a violent, contorting shape. Blackbeard released his grip on Sky Captain and made a pass at his skull, hoping to break his neck. Sky Captain used the moment to his advantage, twisting himself out of Blackbeard's reach.

Joe jackknifed his body then went rigid, soaring past Blackbeard like a human bullet. It was a brash, suicidal maneuver, but he wasn't really in a position to entertain options. Fortunately, Blackbeard was so consumed with ending Sky Captain's life that he took the bait, mimicking his movements and racing after him. Sky Captain reached inside his pocket and felt the comforting weight of his switchblade. There'd be only one chance to get this right.

Aided by his massive frame, Blackbeard screamed through the sky in hot pursuit; with his fists extended in front of him and his great black cape billowing in the wind, he resembled a fallen angel. The irony was not lost on Sky Captain, who flipped over and went spread eagle so that his back was now facing the looming ocean. Scorching chunks of debris shot past the men, scorching their flesh, but Sky Captain hadn't noticed. For him, time stood still in anticipation of this one moment. Blackbeard was upon him, thick flakes of spittle flying from his enraged mouth.

Summoning every last ounce of willpower in him, Sky Captain pulled his left shoulder into the air. His body followed, creating a corkscrew motion. Blackbeard was moving too fast to respond to the deceptive maneuver, and knew it. As Sky Captain twisted out of the way, he pulled his switchblade and drove it through Blackbeard's right eye. The king of Xantari spasmed violently before being crushed by one of the great stones torn off the ruins of his fortress galleon.

That done, Joe closed his eyes decisively and stretched out his arms like they were wings.

"It was a good life," he whispered. "But it could have been _great_."

He smacked the ground hard, falling on his arm and breaking it. The ground? No, not quite. Cold steel soothed the burns and cuts on his back. He squinted into sun and felt its warmth his face. Two blurry silhouettes appeared on the edges of his vision.

"Heya Sullie, long time no see!"

"Don't think for a moment that you had me worried."

He tried to stand but fell over on rubber legs. Two hands caught him and lifted him up. Despite a few scrapes and bruises, Polly and Rock looked good as ever. Even better. They stood aboard a flying platform. Joe recognized its design as one of Totenkopf's, and smiled as he recalled his adventure on the mad doctor's island. God, had that only been a month ago?

Rock took a swig from his flask and offered it to Joe while Polly prepared a sling for his arm. Joe wanted to laugh, he wanted to cry, but mostly he wanted to thank them.

"Took you two long enough," he said mischievously.

**Stay Tuned for Chapter Nineteen: May That Be Your Last Battlefield**


	19. May That Be Your Last Battlefield

**Chapter Nineteen: May That Be Your Last Battlefield**

Practically mummified in bandages and gauze, Joe stood on the flying platform and looked out over the aerial battlefield. Hundreds of blazing airships were crashing into the ocean, leaving behind thick scars of acrid black smoke to mark their final flights. There were still small pockets of enemy resistance, but Jolly Roger and her troops skillfully tore through and reduced them to fireballs that flung about madly in the sky.

Rock stepped out onto the polished steel deck of the flying platform and stood next to Sky Captain. For several minutes they stood in silence and watched the final embers of battle with contentment. It was a tradition they'd shared over the years, a way of celebrating yet another safe return from danger. Rock scratched the back of his head and rocked back and forth on his feet, slightly nervous.

"Listen, Sullie. You answering my distress call like that, and finding Jolly and nearly getting' yourself killed for me…well, I just wanted to say that I'm grateful."

Joe smiled knowingly.

"You didn't think I was going to let you die alone, did you?"

Rock chuckled and slapped him on the back. "Nah. Not really."

Neither man noticed the dark shape flying towards them, darting through the falling debris and dogfights like an angry bee. The shape revealed itself to be another flying platform similar to that stolen by Rock and Polly. The vessel paralleled their own flight path, but never took action against them. Finally, a figure stepped out of the cabin and onto the deck, coolly observing Rock and Joe.

"Damnit," Joe growled. "Bai-Ling. Lady, don't you ever die?"

Bai-Ling smiled cruelly and flexed her leather clad fist. Joe knew she was a robot, he had seen the circuitry under her flesh, but there was a cold humanity to her now that he found deeply disturbing, like a mannequin pretending to be human.

"As you will discover, Sky Captain, I have countless lives to spin my web of power. Can you say the same for yourself?" She walked up to the edge of her platform until the tips of her feet dangled off the side. All the while Joe could feel her eyes trying to dissect him from behind her black goggles.

"Humanity must be erased before Totenkopf's _new_ race can be grown and allowed to take over. I will not let you live to foil his plans again."

"Thanks for the warning."

Bai-Ling had barely finished speaking when her head was blown off her body. Rock and Joe spun around. Polly stood before them, balancing an industrial boltgun on her hip, a plume of smoke rising from its barrel. Bai-Ling's body stood there for a moment, not quite knowing what to do. Suddenly there was a painful crunching sound. Bai-Ling's titanium spinal column crawled out through the jagged hole in her neck.

Each vertebra cracked and popped until the spine straightened out into a kind of antennae, the end of which emitted a pulsing red light and insectile chirping sound. Scrunching her brow in frustration, Polly stomped up to the edge of the platform and pumped three more bolts into Bai-Ling's body. The spine exploded into three pieces; the body hit the deck with a metallic thud.

"This is stupid and weird. Let's go home, boys. I have a story to write."

Laughing, Rock and Joe were inclined to agree. As they flew off into the sunset, to intercept the City of Lost Souls and hitch a ride back to the Flying Legion, Joe smiled, ever grateful for the strangeness and adventure Life threw his way.

**Epilogue**

Bai-Ling awoke encased in a tomb of metal. Detaching herself from the data spike lodged in the base of her skull, she slid open the curved glass door of her pod and stepped off the platform.

Her movement in the cool, quiet, darkness triggered hidden sensors. Overhead, great floodlights burst to life, illuminating her environment. She stood in a vast hall, each side lined with hundreds of pods like the one she emerged from. There would be time to examine them later. For now, there was work to do. His work.

She would locate the master's children, grow and nurture them like they were her own. And, when they were matured, she would unleash them on humanity, silencing the strange voices that whispered in her mind. Not knowing why, Bai-Ling had dreamed of death and vengeance. And of a man called Sky Captain. He would die soon, but not yet. For now she would stay here and spin her web. She would wait, and plan…


End file.
